NEW ALBANY, Ohio, Jan. 28, 2014 /PRNewswire/ -- Bob Evans Farms, Inc. (NASDAQ: BOBE) announced today that the Board of Directors has amended the Company's Bylaws to, among other things,
- lower the voting threshold required for stockholders to amend most provisions of the Bylaws from 80% to a majority vote of the holders of the common stock outstanding. The sole exception to the majority vote standard would be those provisions that required an 80% stockholder vote for amendment pursuant to the Bylaws as last amended by the stockholders at the 2011 Annual Meeting. As described below, the Board intends to propose to stockholders to eliminate these exceptions at the 2014 Annual Meeting;
- eliminate the concept of "continuing directors" and the corresponding restrictions on the Board from taking certain actions, including calling and making a proposal at a special meeting, filling vacancies on the Board and recommending removal of a director, without the consent of "continuing directors;" and
- eliminate provisions that would prohibit a director-nominee from receiving compensation, reimbursement or indemnification from any person other than the Company in connection with service as a director of the Company.
The Company also said that, as part of the Board's succession planning, a search process for additional independent directors has been underway since August 2013, with the assistance of an independent search firm retained by the Board's Nominating and Corporate Governance Committee. The Company expects that process to result in at least one, and up to three, new independent directors joining the Board at or prior to the Company's 2014 Annual Meeting.
In addition, the Company said that it intends to propose a number of governance changes to be voted on by stockholders at the 2014 Annual Meeting, including:
- an amendment of the Company's Certificate of Incorporation to allow stockholders to remove one or more directors with or without cause by a majority vote of the holders of the common stock outstanding, instead of the current 80% requirement;
- an amendment of the Company's Bylaws to allow stockholders to amend all provisions of the Bylaws by a majority vote of the holders of the common stock outstanding instead of the 80% requirement that remains applicable to certain provisions following today's amendments by the Board to restore the text of these provisions as approved by stockholders in 2011; and
- an amendment of the Company's Bylaws to permit stockholders to call special meetings by the holders of 25% of the outstanding stock, instead of the current requirement of a majority of the outstanding stock.
"Our Board is committed to the highest corporate governance standards and believes that these amendments to our Bylaws and proposed other governance changes will serve the best interests of all stockholders," said Steven A. Davis, Chairman and CEO of Bob Evans."As part of our continuing effort to ensure exceptional leadership at Bob Evans, the Nominating and Corporate Governance Committee, along with its independent director search firm, has been and will continue diligently to search for and identify outstanding new candidates as independent directors. These qualified individuals will further strengthen our Board and will contribute to our ongoing transformational growth initiatives at Bob Evans Restaurants and BEF Foods," said Michael Gasser, Lead Independent Director of the Board. The amended and restated Bylaws will be filed with the Securities and Exchange Commission by the Company in a Current Report on Form 8-K.
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